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Auditor Report of PTC Industries Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of PTC Industries Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the sign ificant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adeguate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are reguired to be included in the audit report under the provisions of the Act and the Rules madethereunder.

5. We conducted our audit in accordance witla the Standards on Auditing specified under Section 143(10) of the Act. Those Standards reguire that we comply with ethical reguirementsand plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adeguate internal financial controls system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by tine Company's Directors, as well as evaluating the overall presentation ofthefinancial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalonefinancial statements.

Opinion

8. In our opinion and to the best of our iinformation and according to the explanations given to us, the aforesaid standalone financial statements give the information reguired by the Act in the manner so reguiredand give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, its profit and it cash flows for the year ended on that date.

Reporton Other Legal and Regulatory Requirements

9. As reguired by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of I ndia in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and bel ief were necessa ry for the purpose of our audit;

b. in our opinion, proper books of account as reguired by law have been kept by the Company so far asitappearsfromourexamination ofthose books;

c. the standalone financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on 31 March 2015 and taken on record by tine Board of Directors, none of the director is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164(2) of the Act;

f. with respectto the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. as detailed in Note 2.30 to the standalone financial statements, the Company has disclosed the impact of pending litigations on it standalone financial position;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and talcing into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation offixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the

year, except forgoods-in-transit and stocks lying witl^ ^hir<^ parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company i s maintaining proper records of i nventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of t hese areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3 (v) of the Order are not applicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Com pany's products. Accordingly, the provisions of clause3(vi) of the Order are not applicable.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax,

wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of

excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs) Amount paid under protest

UP VAT Act 2007 Penalty 1,590,000 596,250

Name of the Statute Period to which Forum where dispute the pending amount relates

UP vat act 2007 2013-14 Tribunal, Commercial Tax, Uttar Pradesh

(c) There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rulesmadethereunder.Accordingly,theprovisionsofclause3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(ix) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture-holders during theyear.

(x) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly,theprovisionsofclause3(x) of the Order are not applicable.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Associates Chartered Accountants Firm's Registration No.: 001329N

per Partner Siddharth Talwar

Membership No. 512752

Place: New Delhi

Date: 25 May 2015


Mar 31, 2014

1 We have audited the accompanying financial statements of PTC Industries Limited, ("the Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss, Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company i n accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, t he auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs and 5 of the Order.

8. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors, as on March 31,2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Annexure to the Independent Auditors' Report of even date to the members of PTC Industries Limited, on the financial statements for the year ended March 31,2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including guantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year, except for goods-in-transit and stocks lying with third parties. For stocks lying with third parties at the year-end, written confirmations have been obtained by the management.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adeguate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable.

(e) The Company has taken unsecured loans from two parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is rs 5,240,375 and the year-end balance is Rs nil.

(f) In our opinion, the rate of interest and other terms and conditions of Ioans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of loans taken, repayment of the principal amount and the interest is regular.

(iv) In our opinion, there is an adeguate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company's products and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) The Company is regular in depositing undisputed statutory dues including investor education and protection fund, income-tax,sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities, though there has been a slight delay in a few cases in payment of provident fund and employees' state insurance. Further, no undisputed amounts payable in respect there of were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs.) Amount Paid Under Protest Rs.

Central Excise Act, MODVAT Credit 42,392,845 15,000,000 1944

Central Excise Act, MODVAT Credit 3,315,006 28,155 1944

Central Excise Act, MODVAT Credit 777,745 - 1944

Central Excise Act, MODVAT Credit 437,412 - 1944

Central Excise Act, Late Submission of 3,500 - 1944 ER-6

Central Excise Act, Cancellation of 500 - 1944 Invoice

Income Tax Act, Penalty order u/s 1,002,053 500,000 1961 271(1 )(c)

Name of the statute Period to Forum where dispute is which the pending amount relates

Central Excise Act, 2005-06 CESTAT, New Delhi 1944

Central Excise Act, 2007-08 Additional Commissioner 1944 Central Excise and Service Tax, Lucknow

Central Excise Act, 2012-13 Assistant Commissioner 1944 Central Excise, Lucknow

Central Excise Act, 2013-14 Assistant Commissioner 1944 Central Excise, Lucknow

Central Excise Act, 2011-14 Superintendent Central 1944 Excise, Lucknow

Central Excise Act, 2013-14 Superintendent Central 1944 Excise, Lucknow

Income Tax Act, 2009-10 Commissioner of Income 1961 Tax (Appeal), Lucknow

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to any financial institution or a bank or to debenture- holders during the year.

(xii) The Company has not granted any Ioans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions ofclause4(xv) of the Order are not applicable.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has unsecured debentures outstanding during the year, on which no security or charge is reguired to be created.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Associates Chartered Accountants Firm registration No.: 001329N

per Siddharth Talwar Partner Membership No.: 512752

Place: Delhi Date: May 24, 2014


Mar 31, 2013

We have audited the accompanying financial statements of PTC Industries Limited (''the Company'') which comprises the Balance Sheet as at March 31st, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(ii) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order''), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by the section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e) on the basis of written representations received from the directors as on 31st March,2013, and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March,2013, from being appointed as a Director in terms of clause (g) of the sub-section (1) of Section 274 of the Companies Act, 1956.

(i) (a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The company has a program of physically verifying its fixed assets in a phased manner designed to cover all the items over a period of three years. During the year, the management physically verified the fixed assets in accordance with the program. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management on such verification.

(c) The fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except goods in transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification of inventory is reasonable except goods in transit and stocks lying with third parties.

(b) In our opinion the procedures of physical verification of inventory except goods in transit and stocks lying with third parties followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory between the physical stocks and the book records were not material.

(iii) (a) The Company has not granted any unsecured loan (Previous year Rs. 3.99 Lac) to a Company under the same management, covered under the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 22.02 Lac and the balance of loan at the year end was NIL.

(b) The company has taken an unsecured loan from a Company under the same management, covered under the register maintained under the section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 177.98 Lac (Previous year Rs. 153.40) and the balance of loan as at year end was Rs. 51.01 Lac (Previous year Rs. 153.40 lac).

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from company in the register maintained under section 301 of the Companies Act, 1956, are not prima facie, prejudicial to the interests of the Company.

(d) The company has been regular in the payment of the principal amount and interest on the above loans wherever stipulated.

(iv) In our opinion and according to the information and explanation given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company''s specialized requirement and similarly certain goods sold are for the specialized requirements of the buyers and suitable alternative source are not available to comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, in case of above transactions exceeding Rs. 5.00 lac in respect of any party during the year these have been made at prices that are reasonable having regard to the prevalent market prices at the relevant time.

(vi) The company has not accepted deposits from the public.

(vii) Internal Audit is conducted by the staff of the company. In our opinion, the internal audit system is commensurate with the size and the nature of its business. In view of the growing size of the company, the internal audit system should be strengthened.

(viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and our of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records examined by us, the company was generally regular in depositing with appropriate authorities undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to the company. There were no undisputed amounts outstanding as at the last day of the financial year concerned for a period of more than six months from the date they are payable. There were no dues on account of Cess under section 441A of the Companies Act, 1956 since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

(b) Following are the details of the disputed Income Tax, Wealth Tax, Excise Duty, Customs Duty and Sales Tax that have not been paid to the concerned authorities. The statutory dues that have not been deposited on account of any dispute pending before the appropriate authorities are as under:

Nature of Statute Nature of Dues Financial year to which the matter pertains

Income Tax Act, 1961 Interest 2003-04

Central Excise Act, MODVAT Credit 2005-06 1944 2007-08, 2008-09, 2009-10, 2010-11, 2011-12, 2012-13

Nature of Statute Forum where Amount due dispute is pending (Rs.)

Income Tax Act 1961 Assistant Commissioner 4,69,264

Centtral Excise Act CESTAT 4,23,92,845 1944 Assistant Commissioner 37,12,144

(x) The company has no accumulated losses as at March 31st, 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, and according to the information and explanation given to us, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanation given to us, the company is not dealing or trading in shares, securities , debentures and other investments.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion, and according to the information and explanation given to us, the term loans availed by the company were applied by the company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanation given to us, and on an overall examination of the Balance Sheet of the company, funds raised on short term basis have prima facie not been used during the year for long term investment.

(xviii) The company has not made preferential allotment of shares to companies/firms/parties covered under register maintained under section 301 of the Companies Act, 1956.

(xix) The company did not issue any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the management.

FOR R. M. LALL & CO. CHARTERED ACCOUNTANTS (REGISTRATION NO. 000932C)

Sd/- (SUJAYA KAPOOR) PLACE: LUCKNOW PARTNER DATE: JUNE 11, 2013 MEMBERSHIP NO. 400464


Mar 31, 2012

1. We have audited the attached Balance Sheet of PTC INDUSTRIES LIMITED, LUCKNOW as at 31 st March, 2012, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order:

4. Further to our comments in the Annexure referred to above, we report that:-

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2012 from being appointed as director in terms of Section 274 (1) (g) of the Companies Act, 1956; and

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012;

(ii) in the case of the Profit & Loss Account, of the Profit for the year ended on that date, and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(i) (a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of physically verifying its fixed assets in a phased manner designed to cover all the items over a period of three years. During the year, the agreement physically verified the fixed assets in accordance with the program. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its asset. No material discrepancies were noticed by the Management on such verification.

(c) The fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except goods in transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification of inventory is reasonable except goods in transit and stocks lying with third parties.

(b) In our opinion the procedures of physical verification of inventory except goods in transit and stocks lying with third parties followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records on inventory. The discrepancies noticed on physical verification of inventory between the physical stocks and the book records were not material.

(iii) (a) The Company has granted an unsecured loan of Rs. 3.99 lac (Previous Year 21.20 lac) to a Company under the same management, covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 34.70 lac and the balance of loan at the yearend was Rs. 34.70 lac.

(b) The Company has taken an unsecured loan from a Company under the same management, covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 153.40 lac (previous year 153.31) and the balance of loan as at the yearend was Rs. 153.40 lac (previous year 153.31 lacs).

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from company in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company has been regular in the payment of the principal amount and interest on the above loans, wherever stipulated.

(iv) In our opinion and according to the information and explanation given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company''s specialized requirements and similarly certain goods sold are for the specialized requirements of the buyers and suitable alternative source are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained underthatsection.

(b)ln our opinion, in case of the above transactions exceeding rupees 5 lacs in respect of any party during the year, these have been made at prices that are reasonable having regards to the prevalent market prices at the relevant time.

(vi) The Company has not accepted deposits from the public.

(vii) Internal Audit is conducted by the staff of the Company. In our opinion, the internal audit system is commensurate with the size and the nature of its business. In view of the growing size of the Company, the internal audit system should be further strengthened.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records examined by us, the Company was generally regular in depositing with appropriate authorities undisputed dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income tax. Sales tax. Wealth tax. Service tax. Custom duty, Excise duty. Cess and other statutory dues applicable to the Company. There were no undisputed amounts outstanding as at the last day of the financial year concerned for a period of more than six months from the date they payable. There were no dues on account of cess under Section 441A of the Companies Act, 1956 since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

(b) Following are the details of the disputed Income Tax, Wealth Tax, Excise Duty, Customs Duty and Sales tax that have not been paid to the concerned authorities. The Statutory dues that have not been deposited on account of any dispute pending before the appropriate authorities are as under:

NATURE OF STATUTE NATURE OF DUES AMOUNT DUE (IN RS.)

Income Tax Act, 1961 Interest 4,69,264

Central Excise Act, 1944 MODVAT Credit 42,440,508

27,407

Service Tax Act MODVAT Credit 14,158



NATURE OF STATUTE FORUM WHERE DISPUTE IS PENDING

Income Tax Act, 1961 Assistant Commissioner

Central Excise Act, 1944 CESTAT

Assistant Commissioner

Service Tax Act Assistant Commissioner

(x) The Company has no accumulated losses as at March 31, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks orfinancial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans availed by the Company were applied bythe Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima facie not been used during the year for long term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not issue any debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

for R.M. Lall & Co Chartered Accountants. (Registration No. 000932C)

Sd/- (SUJAYA KAPOOR) Place: Lucknow PARTNER Date: September 03, 2012 Membership No. 400464


Mar 31, 2011

1. We have audited the attached Balance Sheet of PTC INDUSTRIES LIMITED, LUCKNOW as at 31st March, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the respon- sibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order:

4. Further to our comments in the Annexure referred to above, we report that :-

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as director in terms of Section 274 (1) (g) of the Companies Act, 1956; and

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(ii) in the case of the Profit & Loss Account, of the Profit for the year ended on that date, and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(i) (a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of physically verifying its fixed assets in a phased manner designed to cover all the items over a period of three years. During the year, the agreement physically verified the fixed assets in accordance with the program. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its asset. No material discrepancies were noticed by the Management on such verification.

(c) The fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory, except goods in transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification of inventory is reasonable except goods in transit and stocks lying with third parties.

(b) In our opinion the procedures of physical verification of inventory except goods in transit and stocks lying with third parties followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records on inventory. The discrepancies noticed on physical verification of inventory between the physical stocks and the book records were not material.

(iii) (a) The Company has granted an unsecured loan of Rs. 21.20 lac (Previous Year 9.07) to a Company under the same management, covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 21.20 lac and the balance of loan at the year end was Rs. 21.20 lac.

(b) The Company has taken an unsecured loan from a Company under the same management, covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 153.31 lac (previous year 35.02) and the balance of loan as at the year end was Rs. 153.31 lac (previous year 32.89).

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from company in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) The Company has been regular in the payment of the principal amount and interest on the above loans, wherever stipulated.

(iv) In our opinion and according to the information and explanation given to us, and having regard to the explanation that purchases of certain items of inventories and fixed assets are for the Company''s specialized requirements and similarly certain goods sold are for the specialized requirements of the buyers and suitable alternative source are not available to obtain comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the Particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion, in case of the above transactions exceeding rupees 5 lacs in respect of any party during the year, these have been made at prices that are reasonable having regards to the prevalent market prices at the relevant time.

(vi) The Company has not accepted deposits from the public.

(vii) Internal Audit is conducted by the staff of the Company. In our opinion, the internal audit system is commensurate with the size and the nature of its business. In view of the growing size of the Company, the internal audit system should be further strengthened.

(viii) To the best of our knowledge and belief, maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956, in respect of any of the activities of the Company.

(ix) (a) According to the records examined by us, the Company was generally regular in depositing with appropriate authorities undisputed dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other statutory dues applicable to the Company. There were no undisputed amounts outstanding as at the last day of the financial year concerned for a period of more than six months from the date they payable. There were no dues on account of cess under Section 441A of the Companies Act, 1956 since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

(b) Following are the details of the disputed Income Tax, Wealth Tax, Excise Duty, Customs Duty and Sales tax that have not been paid to the concerned authorities. The Statutory dues that have not been deposited on account of any dispute pending before the appropriate authorities are as under:

Nature of Statute Nature of dues Amount due Forum where (in Rs.) dispute is pending

Income Tax Act, Interest 469264 Assistant Commissioner 1961

Central Excise MODVAT Credit 106584 CESTAT Act 1944 27407 Assistant Commissioner 42433710 Commissioner Appeal

Service Tax Act MODVAT Credit 14158 Assistant Commissioner

(x) The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanation given to us, the term loans availed by the Company were applied by the Company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima facie not been used during the year for long term investment.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not issue any debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accep- ted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

for R.M. Lall & Co Chartered Accountants. (Registration No. 000932C)

Sd/- Place: Lucknow (SUJAYA KAPOOR) Date: September 03, 2011 Partner Membership No. 400464

 
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